TURNER: Long before the millions of fans and megastardom, there was 9-year-old Justin Timberlake, a small-town boy with big-time dreams.

TRACE AYALA, JUSTIN'S BEST FRIEND: People in the music industry always talk about this thing or that thing or whatever but he definitely always had that thing. Always.

TURNER: Best friend Trace Ayala grew up with Justin in Millington, Tennessee, just outside of Memphis.

AYALA: And Memphis is a very, very, very musical town. Everything revolves around music. I mean, from the time we were little kids, I mean, you go to dinner and the bar next doors has a live band playing, so I feel like Memphis brings it out in you. You know?

TURNER: Whether it was singing a gospel duet in this rare early video.

(MUSIC)

Or during a charity event channeling one of Memphis' own, the king of rock and roll.

(MUSIC)

The grandson of a preacher and son of a choir director never passed up a chance to perform.

UNIDENTIFIED MALE: Look at those -- yes.

TURNER (on camera): Oh, look at that.

(Voice-over): Bob Westbrook gave Justin his first singing lessons when he was 8.

(On camera): What did he have? What was that star quality?

UNIDENTIFIED MALE: Just his mannerism, and his charisma, his hair, the whole biz. Natural stage feel. Well, you see what he's got now? Same -- it was there.

TURNER (voice-over): When Justin was just 11, his talents landed him on "Star Search", the nationally televised talent show. Back then Justin only went by his first and middle name.

TURNER: With his mother's unwavering support, Justin continued chasing his dream.

CHUCK YERGER, FAMILY FRIEND: Lynn was very much a loving mother and wanted Justin to have every opportunity that he could and to take his talent wherever he wanted to take it.

TURNER: Shortly after losing "Start Search" Justin heard about an open casting call for the Disney TV show, "The Mickey Mouse Club."

TIMBERLAKE: So I went and audition, and I remember if I would have won on "Star Search" I would never ever have seen that audition, so it's really funny how stuff works out, huh?

TURNER (on camera): I can imagine that had to have been a huge deal when he landed that.

AYALA: It was a huge deal.

TURNER (voice-over): A huge deal, because now Justin would be singing, dancing and acting as part of a who's who of teenage heartthrobs, including Christina Aguilera, Ryan Gosling, JC Chasez, and one sparkling 11-year-old Mousketeer who caught Justin's eyes. Britney Spears.

Chuck Yerger tutored Justin and the other child stars on the show.

(On camera): These are your kids.

YERGER: Yes. Yes, right.

(LAUGHTER)

TURNER: So kind of show me who's who.

YERGER: OK. We start down here with Christina Aguilera. And we go up here already showing a bare midriff, Britney Spears

TURNER: Britney.

(LAUGHTER)

YERGER: And then Justin Timberlake next to her.

TURNER: With his arm around Britney.

YERGER: Yes.

TURNER: That was foreshadowing.

(Voice-over): But just two years after joining the show, the spotlight suddenly vanished when the "Mickey Mouse Club" was canceled. And Justin had to return to his sleepy hometown in Tennessee.

AYALA: You know, for him, it was tough. He would step out and go and experience new culture, and the new fashion trends, you know, things like that, new hairstyles. Where we grew up, people -- they're not open to change, you know, they don't like change.

AYALA: You know, it's -- when you're a boy and you live in the south, it's tough. It's tough to be a boy in the south. But it also I think prepared him for what was to come in the future with having tough skin.

TURNER (voice-over): Coming up, Justin leaves his hometown after receiving a phone call that would change his life forever.

KIRKPATRICK: When I heard him sing, I mean, you know, it was just unbelievable.

(COMMERCIAL BREAK)

TURNER (voice-over): A short time after 14-year-old Justin Timberlake hung up his mouse ears, he got a phone call that would propel him back into the spotlight.

Chris Kirkpatrick had been tapped by Lieu Pearlman, the successful founder of the Backstreet Boys to put together another boy band. An agent sent Chris a tape.

KIRKPATRICK: Started listening. And I was like, wow, this kid could sing, and I looked at the head shot, and I was, like, Justin Timberlake, I was like, Justin Timberlake, why does that sound familiar? And he's like, he was on the "Mickey Mouse Club" and all this thing. And I was like, this guy would want to be in my band like --

TURNER (on camera): Was there any kind of, well, he's really young? Was there any thought about that?

KIRKPATRICK: There was. There was. But when I heard him sing, I mean, you know, it was just unbelievable. Like his voice was just -- especially at that age, it was so mature. And he had so much control over it. You know, this kid's so unbelievable. Like, I'm going to at least try. I'm going to make a phone call, awkward phone call, and see if I can get this to work. TURNER (voice-over): It did work. The group, which would include ex- Mouseketeer JC Chasez, Joey Fatone and Lance Bass called themselves 'N Sync.

TIMBERLAKE: My mother came up with the name. The first time we sang together, she goes, man, you guys sound really in sync, really, ding ding ding.

TURNER: With Pearlman's backing, some members of the group including Justin and his mom moved into a house in Orlando. They recorded their music in a secret hideaway nearby.

(On camera): It's almost like we're in the fun house.

(LAUGHTER)

TIMBERLAKE: Right? That's kind of what it was. I mean, it's got like every luxury you could imagine.

TURNER: So life for Justin in the house --

KIRKPATRICK: He had already done the "Mickey Mouse Club." Now the difference was during the daytime if we didn't have anything to do, Justin would have to be in the dining room with his tutor, you know, taking classes and doing school.

TURNER: Six hours a day?

KIRKPATRICK: Yes. He would outwork anybody.

AYALA: Driven, driven, driven, always, all the time. But he's the hardest-working person I know.

TURNER (voice-over): And the hard work would eventually pay off. After two years of relentless touring overseas, Justin and 'N Sync hit it big in the U.S. with a Disney concert special, filling in as a last-minute replacement for the Backstreet Boys.

WRIGHT: And it just so happened that the guys were in Orlando and ready. And when that called was made to Disney to say, hey, we can fill that spot, they rose to the occasion, they went and did it. That was a big moment for us.

TURNER: 'N Sync became the new teenage heartthrobs.

TIMBERLAKE: We had a good time.

TURNER: But behind the success, distrust was brewing. Between 'N Sync and Lou Pearlman.

WRIGHT: When you're getting up at 5:00 in the morning going on the radio and you're spending 24 hours on the job and someone else is at home going to the steakhouses and making 75 percent of the money, all of a sudden it's like, wait, something's got to change.

KIRKPATRICK: We were generating so much revenue and all the stuff. Where is all that money?

TURNER: Pearlman had taken 'N Sync to the top of the charts. But in 1999, when the group wanted to switch record labels, Pearlman sued, threatening to take the band's name and blocks them from performing.

'N Sync countersued.

KIRKPATRICK: It was scary that if we separated from Lou, that we would lose Johnny Wright and we would lose all of our connections, we would lose our record label, we would lose all these things and then, you know, back at square one singing, you know, at the downtown high school.

TURNER: In the end, lawsuits were settled out of court.

LANCE BASS, 'N SYNC MEMBER: And right now it's basically about the fans and our music, and we're so proud that all our fans came out to support us.

TURNER: Signed to a new record label, Justin and 'N Sync turned their attention to the release of their second album, aptly titled "No Strings attached."

UNIDENTIFIED FEMALE: It's really cool.

TURNER: In its first week alone, "No Strings Attached" sold 2.4 million copies, making it the fastest-selling album of all time.

Despite the growing frenzy, the growing bank account, and the growing adoration of millions of fans --

UNIDENTIFIED REPORTER: How much do you like 'N Sync?

UNIDENTIFIED FEMALE: A lot. A lot. A lot.

TURNER: Those close to Justin say his feet never left the ground.

WRIGHT: You know, when people get this big in this business, sometimes they get a big head, and their entourages start to grow. And they become in a situation where you kind of -- they're unattainable and you can't talk to them anymore. He's that guy that's still approachable.

TURNER: Justin's apparent humility seemed only matched by his talent and drive.

KIRKPATRICK: I always felt like I was like Mozart's older brother. He's so good at what he does. And he's so -- you know, he hits on every cylinder all the time.

TURNER (voice-over): But it wasn't only Justin's talent in the spotlight. So was his love life.

KING: Britney Spears and you. Give us the -- this is LARRY KING LIVE, we don't fool around. Are you --

TIMBERLAKE: We are dating.

TURNER: From the moment they confirmed their relationship to the moment it ended, Britney and Justin were a tabloid dream. Despite it all, Justin remained focused on the music, taking the lead in crafting the group's third album "Celebrity," which included a lead single that seemed to take aim at 'N Sync's detractors who derisively labeled their music pop.

As a member of 'N Sync, Justin Timberlake had done the unthinkable. He made liking a boy band cool.

Coming up, from boy to man, Justin sets out on a solo career and finds himself at the center of controversy.

AYALA: It was definitely a big emotional roller coaster.

(COMMERCIAL BREAK)

TURNER (voice-over): It was 2002, 'N Sync had sold millions of albums. And Justin Timberlake was a bona fide heartthrob. But bandmate Chris Kirkpatrick says, life for the band was all business.

(On camera): This is a compound.

KIRKPATRICK: This is a compound. And we all try to learn our instruments, you know, better than the next guy. Everybody just worked to the goal, you know.

TURNER: So it wasn't a crazy house, it was a focused house.

KIRKPATRICK: Yes -- it wasn't crazy at all. I mean, it wasn't like, you know, you would think like, there's girls over all the time, there was this -- I mean, it was work. It was never --

TURNER: No girls?

KIRKPATRICK: No, I mean -- well --

TURNER: Maybe a couple?

(LAUGHTER)

KIRKPATRICK: Honestly as crazy as it sounds, it wasn't that type of vibe.

TURNER (voice-over): With his fans, Justin had a vibe all his own.

PHIL GALLO, SENIOR CORRESPONDENT, BILLBOARD MAGAZINE: I think there's an appeal in him, he's been perceived as a relationship guy. Justin Timberlake's female fans are wearing T-shirts that say "Mrs. Timberlake. I want to be Mrs. Timberlake." They're not saying, I want to be your one-night stand.

TURNER: If he was smooth on stage.

KIRKPATRICK: This one is triple platinum.

TURNER: He seemed even smoother in the studio.

(On camera): Is it fair to say that Justin is a perfectionist?

KIRKPATRICK: He is a perfectionist, but there's no work involved for it. You know? It's really just boom, boom, done.

UNIDENTIFIED MALE: He got together with one of his friends and they created the song "Gone."

TURNER: Justin's writing skills were getting noticed by the biggest names in the industry, like Michael Jackson.

WRIGHT: Michael's people came and they said, hey, you know, I think Michael wants to record that record. And I looked at Justin and I was like, you're not giving that record away because I knew how important that record was to him and what it meant for him as a writer to finally get some, you know, respect, making a statement to say, I'm a writer, too.

TIMBERLAKE: We're very, very excited to be here.

TURNER: In 2002, Justin launched the solo career that would define his next decade.

WRIGHT: Everybody was kind of figuring out, well, what are we going to do for the next six months, and then Justin kind of tapped me and he said, I know what I'm going to do. He says, I've had this music inside me for quite a while. I'm going to take this time and going to go make a record.

TURNER: That album "Justified" was hot enough to land his solo act at the Super Bowl halftime show. But when a, quote, "wardrobe malfunction" exposed Janet Jackson's bare breast?

GALLO: He has now apparently committed the crime of a century.

AYALA: He was very, very -- it was definitely emotional roller coaster. Because that was, you know, coming off the thrill of performing at the Super Bowl. Whoa, you know, you have airplanes flying around L.A. saying convict Justin and Janet, you know, put banners, like it was pretty crazy.

TIMBERLAKE: It was completely, completely, completely regrettable. TURNER: A swift apology put Justin back on track and his star continued to rise. His career would expand from music to movies, including --

TIMBERLAKE: I'm Sean Parker.

TURNER: "the Social Network."

TIMBERLAKE: A million dollars isn't cool. You know what's cool? A billion dollars.

TURNER: Two business ventures. For starters, a clothing line called William Rast with best friend Trace Ayala.

AYALA: We build this brand and then released William Rast.

TURNER (on camera): Was he hands on?

AYALA: Justin?

TURNER: Yes.

AYALA: Yes. He's too hands-on.

(LAUGHTER)

TURNER: You're like, step back, bro.

AYALA: No, no, no. He -- yes, but he's very hands on, I mean, he rivets buttons, stitching, you know, he was definitely very, very hands on.

TURNER (voice-over): Add to the business ventures, two Grammys for the man who brought sexy back. And even an Emmy for this guy on "SNL." But best of all.

TIMBERLAKE: I'm ready.

TURNER: Justin would likely say finding the real Mrs. Timberlake.

AYALA: He was also into Jessica.

TURNER: Trace was the best man when Justin and actress Jessica Biehl were married in October.

AYALA: You know, it was always a celebrity crush.

TURNER (on camera): Really?

AYALA: For sure. Yes. Yes. Absolutely.

WRIGHT: You would hear him order something for her, it's like, wow, you know, in the middle of us having a discussion about 100-city tour. Something sparked in him where he felt the need that he had to do something special.

TURNER (voice-over): A new wife, and a new album, with his old friend Timbaland.

AYALA: Tim will come in. Had his headphones on him. Sat there and we'd playing something, you know, and then it's Justin sitting there in the corner, and he -- then he starts picking up on it, he'll run over it, and go do this, do this, it's crazy watching them work.

WRIGHT: Him and Tim had basically four weeks. And the thought pattern was we're going to make a record, put it off for the summer just to have some new music out there and in 20 days they made 20 songs.

TURNER: Twenty songs released in two parts and featuring a notable collaboration between Justin and Jay-Z.

WRIGHT: You know, obviously there was a chemistry that happened when they came in the studio together and make "Suit and Tie" and it became the leadoff record.

GALLO: By working with Jay-Z, he's getting an artist who was as well formed as he is, and in a way it's a grown up approach to singing and rapping together on the same song.

TURNER (on camera): He makes what folks around my way called grown folks' music.

KIRKPATRICK: Right. Exactly.

TURNER: He makes girl folks music.

KIRKPATRICK: And he's doing a great job at reinventing himself. He always has an eye and an ear for what's next. Not what's cool, but what's next.